<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                       ---------------------------------

                                  FORM 10-QSB/A

                                 Amendment No. 1

(MARK ONE)
[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

     For the quarterly period ended October 31, 2001

                                       OR


[_]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

     For the transition period from              to             .
                                    ------------    ------------

                          Commission File No. 000-27277

                                   DTOMI, INC.
             (Exact name of registrant as specified in its charter)

                        Nevada                              98-0207554
            (State or other jurisdiction of              (I.R.S. Employer
            incorporation or organization)             Identification No.)

        200 Ninth Avenue North, Suite 220, Safety Harbor, Florida, 34965

               (Address of principal executive offices, zip code)

                                 (727) 723-8664

              (Registrant's telephone number, including area code)

            285B Lakeview Boulevard, Cocoa, Florida 32926, April 30th

              (Former name, former address and former fiscal year,
                         if changed since last report)

                       ---------------------------------

     Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements for the past
90 days. Yes [X]  No [_]

     As of March 15, 2002 there were 17,366,576 shares of the Registrant's
common stock, $0.001 par value per share, outstanding.

Transitional Small Business Disclosure Format (check one):
[_] Yes  [X] No


                                       1

<PAGE>

================================================================================

                                   DTOMI, INC.

                                   FORM 10-QSB/A
                   FOR THE THREE MONTHS ENDED OCTOBER 31, 2001

                                      INDEX

<TABLE>
<CAPTION>
                                                                                                    Page
                                                                                                    ----
<S>     <C>                                                                                         <C>
                          PART I. FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)

           Balance Sheet                                                                              3

           Statements of Operations                                                                   4

           Statements of Cash Flows                                                                   5

           Statement of Shareholders' Deficiency                                                      6

           Notes to Financial Statements                                                              7

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations         9

                           PART II. OTHER INFORMATION

Item 1. Legal Proceedings                                                                            12

Item 2. Changes in Securities and Use of Proceeds                                                    12

Item 3. Defaults Upon Senior Securities                                                              12

Item 4. Submission of Matters to a Vote of Security Holders                                          12

Item 5. Other Information                                                                            13

Item 6. Exhibits and Reports on Form 8-K                                                             15

Signatures                                                                                           16
</TABLE>



                                       2

<PAGE>

                          PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                                   DTOMI, INC.
                     (Formerly Copper Valley Minerals Ltd.)
                          (A Development Stage Company)

                                  BALANCE SHEET
                                   (Unaudited)
                            (Stated in U.S. Dollars)

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------
                                                                                      OCTOBER 31       APRIL 30
                                                                                         2001            2001
--------------------------------------------------------------------------------------------------------------------
<S>                                                                                 <C>             <C>
ASSETS

Current
     Cash                                                                           $         107   $         139
====================================================================================================================

LIABILITIES

Current
     Accounts payable and accrued liabilities                                       $       2,165   $       5,821
     Promissory note payable (Note 3)                                                                      27,500
                                                                                    --------------------------------
                                                                                            2,165          33,321
                                                                                    --------------------------------

SHAREHOLDERS' DEFICIENCY

Share Capital
     Authorized:
       100,000,000 Common shares, par value $0.001 per share

     Issued and outstanding:
         2,033,000 Common shares                                                            2,033           2,033

     Additional paid-in capital                                                            94,474          52,217

Deficit Accumulated During The Development Stage                                          (98,565)        (87,432)
                                                                                    --------------------------------
                                                                                           (2,058)        (33,182)
                                                                                    --------------------------------

                                                                                    $         107   $         139
====================================================================================================================
</TABLE>

   The accompanying notes are an integral part of these financial statements.


                                       3

<PAGE>

                                   DTOMI, INC.
                     (Formerly Copper Valley Minerals Ltd.)
                          (A Development Stage Company)

                            STATEMENTS OF OPERATIONS
                                   (Unaudited)
                            (Stated in U.S. Dollars)

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                      PERIOD FROM
                                                                                                                        DATE OF
                                                                                                                       INCEPTION
                                                                                                                        JUNE 12
                                                  THREE MONTHS ENDED                    SIX MONTHS ENDED                1998 TO
                                                      OCTOBER 31                           OCTOBER 31                  OCTOBER 31
                                                2001               2000              2001              2000               2001
------------------------------------------------------------------------------------------------------------------------------------
<S>                                       <C>                <C>               <C>                 <C>              <C>
Expenses

     Office administration and sundry     $         2,213    $        14,627   $          4,759    $       18,758   $     39,925
     Interest                                         313             -                   1,132            -               2,374
     Mineral property costs                        -                  -                   -                -              12,775
     Professional fees                              1,245              2,157              5,242             7,635         42,366
     Stock transfer fees                           -                  -                   -                -               1,125
                                          ------------------------------------------------------------------------------------------

Net Loss For The Period                             3,771             16,784             11,133            26,393   $     98,565
                                                                                                                    ================

Deficit Accumulated During The
  Development Stage, Beginning Of Period           94,794             49,498             87,432            39,889
                                          -------------------------------------------------------------------------

Deficit Accumulated During The
  Development Stage, End Of Period        $        98,565    $        66,282   $         98,565    $       66,282
===================================================================================================================

Net Loss Per Share                        $         0.01     $         0.01    $          0.01     $        0.01
===================================================================================================================

Weighted Average Number Of Shares
  Outstanding                                   2,033,000          2,033,000          2,033,000         2,033,000
===================================================================================================================
</TABLE>

   The accompanying notes are an integral part of these financial statements.


                                       4

<PAGE>

                                   DTOMI, INC.
                     (Formerly Copper Valley Minerals Ltd.)
                          (A Development Stage Company)

                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                            (Stated in U.S. Dollars)

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                      PERIOD FROM
                                                                                                                        DATE OF
                                                                                                                       INCEPTION
                                                                                                                        JUNE 12
                                                          THREE MONTHS ENDED              SIX MONTHS ENDED              1998 TO
                                                              OCTOBER 31                     OCTOBER 31                OCTOBER 31
                                                        2001            2000             2001           2000              2001
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                <C>            <C>              <C>             <C>              <C>
Cash Flows From Operating Activity
     Net loss for the period                       $    (3,771)   $     (16,784)   $     (11,133)  $     (26,393)   $     (98,565)

Adjustments To Reconcile Net Loss To Net Cash
  Used By Operating Activity
     Change in accounts payable                         (2,987)          10,687           (1,399)         14,117            4,422
                                                   ---------------------------------------------------------------------------------
                                                        (6,758)          (6,097)         (12,532)        (12,276)         (94,143)
                                                   ---------------------------------------------------------------------------------

Cash Flows From Financing Activities
     Share capital issued                                 -                -               -               -               54,250
     Promissory note payable                             6,500            5,200           12,500           5,200           40,000
                                                   ---------------------------------------------------------------------------------
                                                         6,500            5,200           12,500           5,200           94,250
                                                   ---------------------------------------------------------------------------------

Increase (Decrease) In Cash                               (258)            (897)             (32)         (7,076)             107

Cash, Beginning Of Period                                  365            2,784              139           8,963             -
                                                   ---------------------------------------------------------------------------------

Cash, End Of Period                                $       107    $       1,887    $         107   $       1,887    $         107
====================================================================================================================================
</TABLE>
     SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING AND INVESTING ACTIVITIES

During the period ended October 31, 2001, promissory notes totaling $40,000 and
related accrued interest totaling $2,257 were reclassified as contribution to
capital in connection with the change in control of the Company.

   The accompanying notes are an integral part of these financial statements.


                                       5

<PAGE>

                                   DTOMI, INC.
                     (Formerly Copper Valley Minerals Ltd.)
                          (A Development Stage Company)

                      STATEMENT OF SHAREHOLDERS' DEFICIENCY

                                OCTOBER 31, 2001
                                   (Unaudited)
                            (Stated in U.S. Dollars)

<TABLE>
<CAPTION>
                                                         COMMON STOCK
                                        -----------------------------------------------
                                                                        ADDITIONAL
                                                                     PAID-IN CAPITAL
                                           SHARES        AMOUNT           CAPITAL         DEFICIT        TOTAL
                                        ------------- ------------- ------------------- ------------ ---------------
<S>                                     <C>           <C>           <C>              <C>             <C>
Shares issued for cash at
  $0.005                                   1,200,000  $    1,200    $      4,800    $        -       $       6,000

Shares issued for cash at
  $0.05                                      800,000         800          39,200             -              40,000

Shares issued for cash at
  $0.25                                       33,000          33           8,217             -               8,250

Net loss for the period, as restated
  (Note 5)                                    -              -              -               (6,421)         (6,421)
                                        ------------- ------------- --------------- ---------------- ---------------

Balance, April 30, 1999                    2,033,000       2,033          52,217            (6,421)         47,829

Net loss for the year, as restated
  (Note 5)                                    -              -              -              (41,468)        (41,468)
                                        ------------- ------------- --------------- ---------------- ---------------

Balance, April 30, 2000                    2,033,000       2,033          52,217           (47,889)          6,361

Net loss for the year                         -              -              -              (39,543)        (39,543)
                                        ------------- ------------- --------------- ---------------- ---------------

Balance, April 30, 2001                    2,033,000       2,033          52,217           (87,432)        (33,182)

Net loss for the period                       -              -              -               (7,362)         (7,362)
                                        ------------- ------------- --------------- ---------------- ---------------

Balance, July 31, 2001                     2,033,000       2,033          52,217           (94,794)        (40,544)

Reclassification of promissory notes
and accrued interest in connection
with the change of control in the
Company                                                                   42,257                            42,257

Net loss for the period                       -              -              -               (3,771)         (3,771)
                                        ------------- ------------- --------------- ---------------- ---------------

Balance, October 31, 2001                  2,033,000  $    2,033    $     94,474    $      (98,565)  $      (2,058)
                                        ============= ============= =============== ================ ===============
</TABLE>


   The accompanying notes are an integral part of these financial statements.


                                       6

<PAGE>

                                   DTOMI, INC.
                     (Formerly Copper Valley Minerals Ltd.)
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

                                OCTOBER 31, 2001
                                   (Unaudited)
                            (Stated in U.S. Dollars)

BASIS OF PRESENTATION

     The unaudited financial statements as of October 31, 2001 included herein
have been prepared without audit pursuant to the rules and regulations of the
Securities and Exchange Commission. Certain information and footnote disclosures
normally included in financial statements prepared in accordance with United
States generally accepted principles have been condensed or omitted pursuant to
such rules and regulations. In the opinion of management, all adjustments
(consisting of normal recurring accruals) considered necessary for a fair
presentation have been included. It is suggested that these financial statements
be read in conjunction with the April 30, 2001 audited financial statements and
notes thereto.

1. NATURE OF OPERATIONS

     a)  Organization

         Dtomi, Inc. (formerly Copper Valley Minerals Ltd., the "Company") was
         incorporated in the State of Nevada, U.S.A., on June 12, 1998.

     b)  Development Stage Company

         The Company is a development stage company as defined in the Statements
         of Financial Accounting Standards No. 7. The Company is devoting
         substantially all of its present efforts to establish a new business
         and none of its planned principal operations have commenced. All losses
         accumulated since inception have been considered as part of the
         Company's development stage activities.

     c)  Going Concern

         The accompanying financial statements have been prepared assuming that
         the Company will continue as a going concern.

         As shown in the accompanying financial statements, the Company has
         incurred a net loss of $98,565 for the period from June 12, 1998
         (inception) to October 31, 2001, and has no sales. The future of the
         Company is dependent upon its ability to obtain financing to eliminate
         its working capital deficiency of $2,058, and to fund ongoing
         expenditures until it achieves profitable operations from the pursuit
         of a new business opportunity. To this end, management has plans to
         seek additional capital through a private placement and public offering
         of its common stock. The financial statements do not include any
         adjustments relating to the recoverability and classification of
         recorded assets, or the amounts of and classification of liabilities
         that might be necessary in the event the Company cannot continue in
         existence.


                                       7

<PAGE>

2. SIGNIFICANT ACCOUNTING POLICIES

     The financial statements of the Company have been prepared in accordance
     with generally accepted accounting principles in the United States. Because
     a precise determination of many assets and liabilities is dependent upon
     future events, the preparation of financial statements for a period
     necessarily involves the use of estimates which have been made using
     careful judgment.

     The financial statements have, in management's opinion, been properly
     prepared within reasonable limits of materiality and within the framework
     of the significant accounting policies summarized below:

     a)  Option Payments and Exploration Costs

         The Company expenses all costs related to the maintenance and
         exploration of mineral claims in which it has secured exploration
         rights prior to establishment of proven and probable reserves. To date,
         the Company has not established the commercial feasibility of its
         exploration prospects, therefore, all costs are being expensed.

     b)  Use of Estimates

         The preparation of financial statements in conformity with generally
         accepted accounting principles requires management to make estimates
         and assumptions that affect the reported amounts of assets and
         liabilities, and disclosure of contingent assets and liabilities at the
         date of the financial statements, and the reported amounts of revenues
         and expenses for the reporting period. Actual results could differ from
         these estimates.

     c)  Foreign Currency Translation

         The Company's functional currency is the U.S. dollar. Transactions in
         foreign currency are translated into U.S. dollars as follows:

         i)   monetary items at the rate prevailing at the balance sheet date;
         ii)  non-monetary items at the historical exchange rate; and
         iii) revenue and expense at the average rate in effect during the
              applicable accounting period.

         Gains or losses arising in translation are included in the results of
         operations.

     d)  Income Taxes

         The Company has adopted Statement of Financial Accounting Standards No.
         109 - "Accounting for Income Taxes" (SFAS 109). This standard requires
         the use of an asset and liability approach for financial accounting and
         reporting on income taxes. If it is more likely than not that some
         portion or all of a deferred tax asset will not be realized, a
         valuation allowance is recognized.

     e)  Financial Instruments

         The Company's financial instruments consist of cash, accounts payable
         and loans payable.

         Unless otherwise noted, it is management's opinion that this Company is
         not exposed to significant interest or credit risks arising from these
         financial instruments. The fair value of these financial instruments
         approximate their carrying values, unless otherwise noted.

     f)  Loss Per Share

         Loss per share is calculated using the weighted average number of
         common shares outstanding during the period.


                                       8

<PAGE>

3. STOCK DIVIDEND

     The Company's directors have approved a stock dividend which will result in
     the issuance of 2 common shares for each common share held. Immediately
     following the stock dividend, there will be 6,099,000 common shares
     outstanding.

4. AGREEMENT AND PLAN OF MERGER

     The Company and International Manufactures Gateway, Inc. ("IMG") have
     entered into an agreement and plan of merger detailing the acquisition by
     the Company of IMG by the issuance, to the shareholders of IMG, of
     approximately 9,473,794 common shares.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

Plan of Operations
------------------

     Certain statements in this Quarterly Report on Form 10-QSB, as well as
statements made by the Company in periodic press releases, oral statements made
by the Company's officials to analysts and shareholders in the course of
presentations about the company, constitute "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements involve known and unknown risks, uncertainties, and
other factors that may cause the actual results, performance or achievements of
the company to be materially different from any future results, performance or
achievements expressed or implied by the forward looking statements. Such
factors include, among other things, (1) general economic and business
conditions; (2) interest rate changes; (3) the relative stability of the debt
and equity markets; (4) competition; (5) demographic changes; (6) government
regulations; (7) required accounting changes; and (9) other factors over which
the Company has little or no control.

     As we currently have no business assets or properties, our plan of
operations continues to be pursuing the acquisition of new businesses and
engaging in activities that will enhance the Company's value to our
shareholders. In identifying potential businesses as acquisition targets, we are
looking for businesses that can demonstrate the ability to have significant
growth in the long term, as opposed to the ability to generate earnings in the
short term. Due to our limited financial resources, the likelihood exists that
we will be able to only pursue the acquisition of one business at this time.

     In our efforts to acquire a business to sustain our operations in the long
term, we will pursue consummating any potential relationship in a manner that
will best increase the Company's value, including, but not limited to, (i) a
form of a merger with a foreign or domestic private issuer that wishes to become
a reporting issuer, (ii) an asset purchase, or (iii) a stock exchange. `

     Our search for a potential acquisition target is not limited to either a
particular geographical area or industry. This includes industries such as
service, finance, natural resources, manufacturing, high technology, product
development, medical, communications and others. Our discretion in the selection
of business opportunities is unrestricted, subject to the availability of such
opportunities, economic conditions, and other factors and our ability to
negotiate an agreement for the acquisition of any selected business opportunity.

     To date, we have identified a potential business opportunity with
International Manufacturers Gateway, Inc., a Delaware corporation ("IMG). Our
board of directors and a majority of shareholders approved entering into an
Agreement and Plan of Merger, by and between the Company, Dtomi Acquisition
Corp., a wholly-owned subsidiary of the Company, and IMG (the "Merger"). The
consummation of Merger has not taken place, and, in the event that the Merger is
not consummated, our


                                       9

<PAGE>

ability to identify, analyze and select another business as a potential
acquisition target may (i) be limited by our financial resources and (ii) take
several months or more to fully develop. No assurances can be given (i) that the
contemplated Merger will take place, (ii) that we will be able to enter into any
other business acquisition, (iii) as to the terms of any proposed business
acquisition, or (iv) the nature of any business we may acquire. The consummation
of any transaction by and between the Company and International Manufacturers
Gateway, Inc., a Delaware corporation, is subject to the SEC having no further
comments with respect to the Company's Schedule 14C, filed October 24, 2001 and
customary closing conditions. The Merger is discussed further in Part II, Item
4.

     As of October 31, 2001, we currently have no employees, and we do not
expect to hire any employees in the foreseeable future, unless the contemplated
Merger is consummated. We presently conduct our business through agreements with
consultants and arms-length third parties.

Results of Operations
----------------------
2001 compared with 2000
-----------------------

     We did not achieve any revenues during the three months ended October 31,
2001 as we did not own any business assets or properties during the three months
ended October, 2001. We anticipate that we will not achieve revenues until such
time as we acquire a new business and earn revenues from such business. We
cannot make any assurances that (i) we will be successful in acquiring a
business or (ii) that any such business, if acquired, will be successful in
generating revenue.

     Our operating expenses decreased to $3,771 for the three months ended
October 31, 2001, compared to operating expenses of $16,784 for the three months
ended October 31, 2000. Our loss was comprised entirely of operating expenses
incurred during the year. The largest component of our operating expenses for
the three months ended October 31, 2001 was office administration and sundry
expenses in the amount of $2,213, which was paid to C.H.M. Consulting Inc., a
company controlled by Mr. J. Stephen Barley, our former President, Secretary,
Treasurer and Director. We paid professional fees in the amount of $1,245, which
were incurred in connection with our obligations as a reporting company under
the United States Securities Exchange Act of 1934. We accrued interest in the
amount of $313 during the three months ended October 31, 2001 to Formusoft, Inc.
in connection with demand loans provided to us by Formusoft. Mr. Barley is an
officer and director of Formusoft and has an equity interest in Formusoft.

Liquidity and Capital Resources
-------------------------------

     We had cash in the amount of $107 as of October 31, 2001, compared to cash
in the amount of $139 as of April 30, 2001. We had a working capital deficit of
$2,058 as of October 31, 2001, compared to a working capital deficit of $33,182
as of April 30, 2001. Our accounts payable and accrued liabilities decreased to
$2165 as of October 31, 2001, compared to $5,821 as of April 30, 2001. We have
no notes payable as of October 31, 2001, compared to $27,500 as of April 30,
2001, as the loans to Formusoft, Inc. were reclassified as contributions to
capital in connection with the change of control in the Company.

     We used our existing cash reserves and loans from Formusoft to pay for
operating expenses incurred during the three months ended October 31, 2001.
There is no assurance that Formusoft will advance additional funds to us as
loans to fund our continued operating expenses.

     We will require additional financing in order to pursue our stated plan of
operations and to pay for the legal and accounting expense of complying with our
obligations as a reporting issuer under the Securities Exchange Act of 1934. We
will also require additional funding in the event that we are successful in
acquiring an interest in any new business or consummating the contemplated
Merger.

     We anticipate that additional funding will be in the form of equity
financing from the sale of our common stock. There is no assurance that we will
be able to achieve additional sales of our common stock


                                       10

<PAGE>

sufficient to fund our current working capital requirements, our stated plan of
operations or our operations if the Merger is consummated. We believe that debt
financing will not be an alternative for funding. We do not have any
arrangements in place for equity financing.

     We anticipate that we will not purchase any plant or significant equipment
or hire any additional employees over the next twelve (12) month period unless
we are successful in either (i) consummating the Merger or (ii) acquiring an
interest in a new business venture, of which there is no assurance.


                                       11

<PAGE>

                           PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

     None.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

     On January 28, 2002, the board of directors authorized the issuance of
options to purchase 1,578,779 shares of the Company's common stock (the "Stock
Options") to John "JT" Thatch as compensation for his services as Chief
Executive Officer, President and Treasurer of the Company. The Company relied on
the exemption from registration provided by Rule 506 of Regulation D,
promulgated pursuant to the Securities Act of 1933, as amended, in issuing the
Stock Options. The Stock Options are exercisable at $0.01 per share and vest
immediately upon the execution of that certain Employment Agreement, dated
January 28, 2002, by and between the Company and Mr. Thatch. A copy of the
Employment Agreement is attached as Exhibit 10.5

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

     None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     Pursuant to a Combined Consent to Action in lieu of Special Meeting of the
Director and in lieu of Special Meeting of the Stockholders, effective October
23, 2001, the following actions were authorized by a majority of votes,
representing 1,200,000 shares of the Company's common stock:

     1. To amend the Company's Articles of Incorporation to (i) change the
Company's name from "Copper Valley Minerals Ltd." to "Dtomi, Inc." and (ii)
create 25,000,000 shares of a new class of stock entitled "blank check preferred
stock", $.001 par value per share, which allows the rights and preferences of
the blank check preferred stock to be determined by the Board of Directors at
its discretion. No dividend, voting, conversion, liquidation or redemptions
rights as well as redemption or sinking fund provisions are yet established with
respect to the Company's blank check preferred stock. A Certificate of Amendment
to the Articles of Incorporation was filed with the Nevada Secretary of State
and became effective on October 25, 2001.

     2. To approve the Company entering into a Letter of Intent with
International Manufacturers Gateway, Inc., a Delaware corporation ("IMG"), which
proposed the execution of a share-for-share exchange agreement whereby, among
other things, all of IMG's capital stock would be exchanged for certain shares
of the Company's common stock.

     3. To approve that certain Agreement and Plan of Merger (the "Merger
Agreement") dated October 24, 2001, by and among the Company, IMG and Dtomi
Acquisition Corp., a Delaware Corporation ("DAC") and wholly-owned subsidiary of
the Company. Pursuant to the Merger Agreement, DAC shall be merged with and into
IMG, the separate corporate existence of DAC shall cease and IMG shall continue
as the surviving corporation (the "Merger"). Each share of common stock, $.0001
par value per share, of DAC (the "DAC Common Stock") issued and outstanding
shall be converted into one (1) validly issued, fully paid and nonassessable
share of common stock, $.0001 par value, of IMG (the "IMG Common Stock"). Each
certificate evidencing ownership of shares of DAC Common Stock shall continue to
evidence ownership of such shares of capital stock of IMG. Each two (2) shares
of IMG Common Stock issued and outstanding immediately prior to the effective
date of the Merger, will be canceled and extinguished and automatically
converted into the right to receive one (1) share of common stock, $.001 par
value, of the Company, upon surrender of the certificate representing such share
of the IMG Common Stock. At the closing of the Merger, the shareholders of IMG
will be issued approximately nine million


                                       12

<PAGE>

four hundred seventy-three thousand seven hundred ninety-four (9,473,794) shares
of the Company's common stock. Giving effect to the transactions contemplated by
the Merger Agreement, the Company's current shareholders will own, on a fully
diluted basis, approximately 39%, and the current shareholders of IMG shall own
approximately 61%, of the issued and outstanding voting securities of the
Company. The current shareholders of the Company shall own an aggregate of
approximately 6,099,000 shares of common stock of the Company and the current
shareholders of IMG shall own an aggregate of approximately 9,539,461 shares of
common stock of the Company.

     While both the Merger and the Merger Agreement have been submitted to and
approved by the shareholders of the Company, neither Articles of Merger nor
Certificates of Merger have been filed with Secretary of the State of Nevada and
Delaware, respectively. Consummation of the Merger is subject to, among other
things, the SEC having no further comments with respect to the Company's
Schedule 14C, filed October 24, 2001 and customary closing conditions.

     On January 14, 2002, the Board of Directors of the Company ratified,
approved and confirmed the termination of the Merger and the transactions
contemplated thereby (the "Termination"), on its determination that it was in
the best interest of the Company and the Company's stockholders to effect the
Termination, as the Merger was no longer a desirable transaction.


     4. To adopt and approve a Company 2001 Stock Option Plan and the IMG 2000
Stock Option Plan (collectively, the "Plans"), both of which have identical
principal terms. The purpose of the Plans are to enable the Company to offer its
officers, directors, employees, consultants and advisors to receive
performance-based incentives and other equity interests in the Company, thereby
attracting, retaining, and rewarding such personnel. The Company believes that
increased share ownership by such persons more closely aligns stockholder and
employee interests by encouraging a greater focus on the profitability of the
Company. There is reserved for issuance under the Plans an aggregate of
2,000,000 shares of the Company's common stock. All of such shares may, but need
not, be issued pursuant to the exercise of incentive stock options. Options
granted under the Plans may be either "incentive stock options," as defined in
Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"), or
non-statutory stock options. The Company intends to register securities issuable
pursuant to the Plans on a From S-8.


     5. In connection with the consummation of the Merger, to (i) terminate the
Company's relationship with Morgan and Company, Chartered Accountants ("Morgan")
and (ii) engage Salberg and Company as the Company's new auditing firm. As the
Merger has not yet been consummated, however, Morgan remains the principal
accountant to audit the Company's financial statements, and will continue in
such capacity until such time as the Merger is consummated.

ITEM 5. OTHER INFORMATION

CHANGE IN CONTROL OF REGISTRANT

     On September 24, 2001, J. Stephen Barley, a former shareholder of the
Company (the "Seller"), entered into a stock purchase agreement (the "Stock
Purchase Agreement") with Sarah Dankert, Michael Schliman and Zaida Torres (the
"Purchasers") and the Company, which results in a restructuring of the Company's
management, Board of Directors (the "Board"), and ownership. Pursuant to the
terms of the Stock Purchase Agreement, Mr. Barley sold an aggregate of 1,200,000
shares of common stock of the Company, representing 59.0% of the issued and
outstanding common stock. As consideration for the purchase of the shares, the
Purchasers paid an aggregate sum of $329,675 to Seller. Each Purchaser acquired
400,000 shares of the Company's common stock. The consideration for the
acquisition was paid from the personal funds of the Purchasers.

APPOINTMENT OF NEW DIRECTOR AND RESIGNATION OF DIRECTORS

     On September 20, 2001, Geoffrey Goodall resigned from the Company's board
of directors. On October 22, 2001, J. Stephen Barley, the Company's sole
director, appointed Richard Libutti to the


                                       13

<PAGE>


Company's board of directors. Mr. Libutti has approximately 21 years of diverse
experience in financial reporting, tax compliance, debt and equity capital
placements and mergers and acquisitions. Mr. Libutti joined Banyan Capital
Partners, Inc. as CFO in February 2001. Prior to joining Banyan, he served as
Chief Financial Officer and Vice President of Finance for National Financial
Companies, LLC ("NFC"), a merchant banking company that he joined in 1995. Prior
to NFC, Mr. Libutti was the Controller for several domestic and international
businesses, including LSG Sky Chefs, a wholly owned company of AMR, Inc.
(American Airlines). From 1980 through 1989 he was Senior Accountant and
Operations Manager for a regional Certified Public Accounting firm. He graduated
from Bryant College in 1980 with a Bachelor of Science degree in Business
Administration. After appointing Mr. Libutti, Mr. Barley resigned from the
Company's board of directors.

STOCK DIVIDEND

     On October 10, 2001, the Company's board of directors approved a stock
dividend to the Company's shareholders of record (the "Record Shareholders") as
of October 22, 2001 (the "Record Date"). The Company effected a "2 for 1"
dividend (the "Dividend") on the Company's issued and outstanding common stock,
$0.001 par value per share (the "Existing Common"), which took effect on
November 7, 2001 (the "Effective Date").

     Pursuant to the Dividend, each one (1) share of Existing Common outstanding
at the close of business on the Record Date was entitled to received two (2),
shares of newly issued Common Stock, par value $0.001 per share ("Dividend
Shares").

     The Dividend will not materially affect the proportionate equity interest
in the Company of any holder of Existing Common or the relative rights,
preferences, privileges or priorities of any such stockholder. In addition, all
shares of Common Stock underlying various convertible securities of the Company
and the exercise price per share will be proportionately adjusted.

     As of the Record Date, there were 2,033,000 shares of Common Stock
outstanding. Each share of Common Stock entitles its holder to one vote. The
direct result of the Dividend will be to increase the number of issued and
outstanding shares of Common Stock from 2,033,000 shares of Existing Common to
approximately 6,099,000 shares of the Company's common stock. The Dividend
Shares issued pursuant to the Dividend were fully paid and non-assessable. All
shares of the Dividend Shares have the same par value, voting rights and other
rights as shares of Existing Common have. Stockholders of the Company do not
have preemptive rights to acquire additional shares of Common Stock which may be
issued.

     The Dividend occurred on the Effective Date without any further action on
the part of stockholders of the Company. Certificates representing shares of
Dividend Shares were issued in due course by the Company's transfer agent,
Pacific Stock Transfer Company. Pacific Stock Transfer Company's address is: 500
E. Warm Springs, Suite 240, Las Vegas, Nevada 89119.

     No fractional shares of the Dividend Shares were issued and, in lieu
thereof and where necessary, the Company rounded up to the nearest whole share
any fraction of a share that any stockholder would have otherwise received in
the Dividend.

     Certificates representing shares of Existing Common that contain a
restrictive legend received Dividend Shares with the same restrictive legend. As
applicable, the time period during which a stockholder has held the Existing
Common will be included in the time period during which such stockholder
actually holds the Dividend Shares received in additional to the Existing Common
for the purposes of determining the term of the restrictive period applicable to
the Dividend Shares.

     The receipt of Dividend Shares in the Dividend should not result in any
taxable gain or loss to stockholders for federal income tax purposes. The tax
basis of the Dividend Shares received as a result of the Dividend (when added to
the basis for any fractional share interests to which a stockholder is entitled)
will not affect, in the aggregate, the basis of the Existing Common. The per
share tax basis of the Dividend Shares is based on the tax basis of the Existing
Common. For purposes of determining whether short-term


                                       14

<PAGE>


or long-term capital gains treatment will be applied to a stockholder's
disposition of Dividend Shares subsequent to the Dividend a stockholder's
holding period for shares of Existing Common will be included in the holding
period for the Dividend Shares received as a result of the Dividend.

THE DISCUSSION SET FORTH ABOVE CONCERNING CERTAIN FEDERAL INCOME TAX
CONSEQUENCES OF THE DIVIDEND IS INCLUDED HEREIN FOR GENERAL INFORMATION ONLY.
ALL STOCKHOLDERS ARE ADVISED TO CONSULT THEIR OWN TAX ADVISORS AS TO ANY
FEDERAL, STATE, LOCAL OR FOREIGN TAX CONSEQUENCES APPLICABLE TO THEM WHICH COULD
RESULT FROM THE DIVIDEND.

TICKER SYMBOL CHANGE

     On October 29, 2001, in connection with the Company's name change from
Copper Valley Minerals Ltd. to Dtomi, Inc., after the close of trading, the
Company's trading symbol for quotation on the NASD Over-the-Counter Bulletin
Board, the primary market on which the Company's securities are listed, changed
from "CVMN" to "DTMI ".

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The foregoing descriptions of the Agreement and Plan of Merger, Stock
Purchase Agreement and the related transactions thereto do not purport to be
complete and are qualified entirely by reference to:

     1.   Agreement and Plan of Merger filed as Exhibit 2.1 to Dtomi, Inc.'s
          Current Report on Form 8-K filed November 7, 2001;
     2.   Stock Purchase Agreement filed as Exhibit 10.1 Dtomi, Inc.'s Current
          Report on Form 8-K filed on October 11, 2001;

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

     (a) Exhibits

Exhibit
Number                                Title
-------  ----------------------------------------------------------------------



  10.5   Employment Agreement, dated January 28, 2002, by and between the
         Company and John "JT" Thatch

     (b) Reports on Form 8-K

     On October 11, 2001, the Company filed a Form 8-K under Items 1, 5 and 6
announcing (i) a change in control of the Company as a result of a Stock
Purchase Agreement, dated September 24, 2001, by and among J. Stephen Barley,
Sarah Dankert, Michael Schliman and Zaida Torres; (ii) the approval of a "2 for
1" stock dividend; and (iii) the proposed appointment of Richard Libutti to the
Company's board of directors.


                                       15

<PAGE>

                                   SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.


                                       DTOMI, INC. (Registrant)

Dated: April 3, 2002

                                       By:         /s/ JOHN "JT" THATCH
                                           -------------------------------------
                                                      John "JT" Thatch
                                            Chief Executive Officer, President
                                                       and Treasurer


<PAGE>

                                  EXHIBIT INDEX

Exhibit
Number                                Title
------- ------------------------------------------------------------------------
3.1.1   Articles of Incorporation of the Company (incorporated by reference to
        the Company's Registration Statement on Form 10-SB 12G/A filed on
        November 26, 1999)

3.1.2   Certificate of Amendment to Articles of Incorporation of the Company
        (incorporated by reference to the Company's Registration Statement on
        Form 10-SB 12G/A filed on November 26, 1999)

3.1.3   Certificate of Amendment to Articles of Incorporation of the Company
        filed October 25, 2001 (incorporated by reference to the Company's
        Quarterly Report on Form 10-QSB filed on December 18, 2001)

  3.2   Bylaws of the Company (incorporated by reference to the Company's
        Registration Statement on Form 10-SB 12G/A filed on November 26, 1999)

 10.1   Dtomi, Inc. 2001 Stock Option Plan (incorporated by reference to the
        Company's Quarterly Report on Form 10-QSB filed on December 18, 2001)

 10.2   International Manufacturers Gateway, Inc. 2000 Stock Option Plan
        (incorporated by reference to the Company's Quarterly Report on Form
        10-QSB filed on December 18, 2001)

 10.3   Agreement and Plan of Merger,  dated October 24, 2001, by and among the
        Copper Valley Minerals Ltd., International Manufacturers Gateway, Inc.
        and Dtomi Acquisition Corp. (incorporated by reference to the
        Company's Current Report on Form 8-K filed on November 7, 2001)

 10.4   Stock Purchase Agreement, dated September 24, 2001, by and among J.
        Stephen Barley, Sarah Dankert, Michael Schliman, Zaida Torres and
        Copper Valley Minerals Ltd. (incorporated by reference to the
        Company's Current Report on Form 8-K filed on October 11, 2001)

 10.5   Employment Agreement, dated January 28, 2002, by and between the Company
        and John "JT" Thatch